<PAGE> 1
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
Ameritrade Holding Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
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<PAGE> 2
AMERITRADE HOLDING CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 23, 2000
The Annual Meeting of Stockholders of Ameritrade Holding Corporation (the
"Company") will be held at the Joslyn Art Museum, 2200 Dodge Street in Omaha,
Nebraska on Wednesday, February 23, 2000, at 9:30 a.m., Central Standard Time,
for the following purposes:
(1) To elect Directors
(2) To ratify the appointment of Deloitte & Touche LLP as independent
auditors for the Company for the fiscal year ending September 29, 2000
(3) To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof
Enclosed herewith is a Proxy Statement setting forth information with
respect to the election of the four Directors that will be elected by the
holders of the Company's Class A Common Stock ("Class A Stockholders") and the
ratification of the appointment of the Company's independent auditors.
Only stockholders holding shares of Common Stock of record at the close of
business on December 29, 1999 will be entitled to notice of and to vote at the
meeting.
Class A Stockholders, whether or not they expect to be present at the
meeting, are requested to sign and date the enclosed proxy which is solicited on
behalf of the Board of Directors and return it promptly in the envelope enclosed
for that purpose. As an alternative to delivering a paper proxy, you may enter
your voting instructions by phone at the toll-free number listed on proxy card
or via the Internet at www.proxyvote.com. In either case, you will need the
control number printed on your proxy card. Any person giving a proxy has the
power to revoke it at any time and Class A Stockholders who are present at the
meeting may withdraw their proxies and vote in person.
By Order of the Board of Directors
/s/ Todd M. Ricketts
Todd M. Ricketts, Secretary
Omaha, Nebraska
January 12, 2000
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER SOLICITATION FOR PROXIES TO ENSURE A QUORUM AT THE ANNUAL MEETING.
<PAGE> 3
AMERITRADE HOLDING CORPORATION
4211 SOUTH 102ND STREET
OMAHA, NE 68127
------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
OF
COMMON STOCK
This Proxy Statement is furnished in connection with the solicitation of
proxies for use at the Annual Meeting of Stockholders of Ameritrade Holding
Corporation (the "Company") to be held on February 23, 2000 at the time and
place and for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders. The principal executive offices of the Company are at
4211 South 102nd Street, Omaha, Nebraska, 68127. This Proxy Statement and the
proxy cards are first being mailed to stockholders on or about January 12, 2000.
The Company has two classes of Common Stock, the Class A Common Stock (the
"Class A Stock") and the Class B Common Stock (the "Class B Stock" and, together
with the Class A Stock, the "Common Stock"). The accompanying proxy is solicited
with respect to the holders of the Class A Stock (the "Class A Stockholders") on
behalf of the Board of Directors of the Company and is revocable at any time
before it is exercised by written notice of termination given to the Secretary
of the Company or by filing with him a later-dated proxy. Furthermore, the Class
A Stockholders who are present at the Annual Meeting may withdraw their proxies
and vote in person. All shares of the Company's Class A Stock represented by
properly executed and unrevoked proxies will be voted by the Board of Directors
of the Company in accordance with the directions given therein. Where no
instructions are indicated, proxies will be voted "FOR" each of the proposals
set forth in this Proxy Statement for consideration at the Annual Meeting. In
addition, the Directors believe shares of the Common Stock held by executive
officers and Directors of the Company will be voted "FOR" each such proposal.
Such shares represent approximately 35 percent of the Class A Stock and all of
the Class B Stock, which will constitute approximately 36 percent of the total
shares outstanding as of December 29, 1999. Shares of Class A Stock entitled to
vote and represented by properly executed, returned and unrevoked proxies will
be considered present at the meeting for purposes of determining a quorum,
including shares with respect to which votes are withheld, abstentions are cast
or there are broker non-votes.
VOTING SECURITIES AND BENEFICIAL OWNERSHIP THEREOF BY PRINCIPAL STOCKHOLDERS,
DIRECTORS AND OFFICERS
The Company has two authorized classes of Common Stock which are designated
Class A Common Stock and Class B Common Stock. The two classes of Common Stock
are identical in all respects except that the holders of the Class B Stock (the
"Class B Stockholders") are entitled to elect a majority of the Board of
Directors. Otherwise, each share of Common Stock is entitled to one vote upon
each matter to be voted on at the Annual Meeting. Stockholders do not have the
right to cumulate votes in the election of Directors. The holders of Class B
Stock may convert their shares into an equal number of shares of Class A Stock,
but holders of Class A Stock may not convert their shares into Class B Stock.
Only holders of Common Stock of record at the close of business on December
29, 1999 (the "Record Date") will be entitled to vote at the Annual Meeting. As
of the Record Date, there were 159,299,849 shares of Class A Stock issued and
outstanding and 16,372,800 shares of Class B Stock issued and outstanding.
The following table sets forth, as of the Record Date, the beneficial
ownership of each class of the Company's Common Stock by Directors and the
nominees for director, by each of the executive officers named in the Summary
Compensation Table, by each person believed by the Company to beneficially own
<PAGE> 4
more than 5 percent of the Company's Common Stock and by all present executive
officers and Directors of the Company as a group:
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF NUMBER OF PERCENT OF
SHARES OF SHARES OF SHARES OF SHARES OF
CLASS A CLASS A CLASS B CLASS B
NAME STOCK STOCK STOCK STOCK
---- --------- ---------- --------- ----------
<S> <C> <C> <C> <C>
DIRECTORS AND EXECUTIVE OFFICERS
J. Joe Ricketts(1), Director, Chairman and Co-Chief
Executive Officer................................... 44,471,736 27.9% 8,186,112 50.0%
Thomas Lewis(2), Co-Chief Executive Officer........... 57,800 * 0 0
Robert T. Slezak, Director and Retired Vice President,
Chief Financial Officer............................. 29,959 * 0 0
Joseph A. Konen, Retired Director and Chief Executive
Officer, OnMoney Financial Services Corporation..... 1,270 * 0 0
Kurt D. Halvorson(3), President, Advanced Clearing,
Inc................................................. 259,281 * 0 0
J. Peter Ricketts(4), Director and Senior Vice
President, Marketing and Sales...................... 8,701,932 5.5% 0 0
Jack R. McDonnell, Chief Executive Officer, Ameritrade
(Inc.).............................................. 0 * 0 0
Gene L. Finn(5), Director............................. 56,639 * 0 0
David W. Garrison(6), Director........................ 24,080 * 0 0
Thomas Y. Hartley(7), Director........................ 23,039 * 0 0
Charles L. Marinaccio(8), Director.................... 54,479 * 0 0
Mark L. Mitchell(9), Director......................... 119,574 * 0 0
John W. Ward(10), Director............................ 46,774 * 0 0
All Directors and Executive Officers as a group (17 in
group).............................................. 55,685,634 34.9% 8,186,112 50.0%
OTHER STOCKHOLDERS
Marlene M. Ricketts(11)............................... 20,150,604 12.6% 8,186,688 50.0%
Ricketts Grandchildren Trust(12)...................... 19,008,000 11.9% 0 0
</TABLE>
- -------------------------
* Less than 1 percent of the issued and outstanding shares of the class.
(1) Shares of Class A common stock beneficially owned by Mr. Ricketts consist
of 34,419,748 shares held by Mr. Ricketts individually, 4,500,000 shares
held jointly with Marlene M. Ricketts, his spouse, 332,352 shares held in
the J. Ricketts IRA, 4,626,032 shares in Mr. Ricketts' 401(k) account and
593,604 shares issuable upon the exercise of options exercisable within 60
days from December 29, 1999. Shares of Class B Stock beneficially owned by
Mr. Ricketts consist of 8,186,112 shares held by the Marlene M. Ricketts
1994 Dynasty Trust, over which Mr. Ricketts has sole voting and dispositive
power. If all shares of Class B Stock beneficially owned by Mr. Ricketts
were converted into Class A Stock, Mr. Ricketts would beneficially own
52,657,848 shares of Class A Stock which would represent approximately 30
percent of the total shares of Class A Stock that would be issued and
outstanding after such conversion.
(2) Consists of 57,800 shares of Class A Stock issuable upon the exercise of
options that are scheduled to vest within sixty days.
(3) Consists of 3,100 shares held jointly with Melinda K. Halvorson, his
spouse, and 256,181 shares held in Mr. Halvorson's 401(k) account.
(4) Consists of 1,066,668 shares held by Mr. Ricketts individually, 74,568
shares held jointly with Susanne Shore, his spouse, 60,696 shares in Mr.
Ricketts' 401(k) account, 1,500,000 shares in the Marlene Ricketts Trust
for the benefit of J. Peter Ricketts over which Mr. Ricketts has sole
voting and dispositive power, and 6,000,000 shares in the Marlene Ricketts
Annuity Trust #1 and Marlene Ricketts Annuity Trust #2 over which Mr.
Ricketts has shared voting and dispositive power.
2
<PAGE> 5
(5) Includes 14,400 shares of Class A Stock issuable upon the exercise of
vested options and 8,639 shares held in a deferred compensation account for
Mr. Finn.
(6) Consists of 12,804 shares of Class A Stock issuable upon the exercise of
vested options and 11,276 shares held in the David W. and Nancy J. Garrison
Trust.
(7) Consists of 14,400 shares of Class A Stock issuable upon the exercise of
vested options and 8,639 shares held in a deferred compensation account for
Mr. Hartley.
(8) Consists of 6,479 shares held in the Charles L. Marinaccio Living Trust and
48,000 shares of Class A Stock issuable upon the exercise of vested
options.
(9) Includes 48,000 shares of Class A Stock issuable upon the exercise of
vested options.
(10) Includes 28,800 shares of Class A Stock issuable upon the exercise of
vested options.
(11) Shares of Class A common stock beneficially owned by Mrs. Ricketts consist
of 14,787,912 shares held by Mrs. Ricketts individually, 4,500,000 shares
held jointly with J. Joe Ricketts, her spouse, 332,352 shares held in the
M. Ricketts IRA and 530,340 shares in Mrs. Ricketts' 401(k) account. Shares
of Class B Stock beneficially owned by Mrs. Ricketts consist of 8,186,688
shares held by the J. Joe Ricketts 1994 Dynasty Trust, over which Mrs.
Ricketts has sole voting and dispositive power. If all shares of Class B
Stock beneficially owned by Mrs. Ricketts were converted into Class A
Stock, Mrs. Ricketts would beneficially own 28,337,292 shares of Class A
Stock which would represent approximately 16 percent of the total shares of
Class A Stock that would be issued and outstanding after such conversion.
(12) The trustee of the Ricketts Grandchildren Trust is First National Bank of
Omaha, First National Center, 16th and Dodge Streets, Omaha, Nebraska,
68102.
3
<PAGE> 6
ELECTION OF DIRECTORS
The full Board of Directors consists of nine Directors, five of which will
be elected by the Class B Stockholders and four of which will be elected by the
Class A Stockholders. Accordingly, the Board has nominated J. Joe Ricketts,
Robert T. Slezak, J. Peter Ricketts, Gene L. Finn and John W. Ward to be elected
by the Class B Stockholders and has nominated David W. Garrison, Thomas Y.
Hartley, Charles L. Marinaccio and Mark L. Mitchell to be elected by the Class A
Stockholders. All nominees have been nominated to serve for a term of one year.
This Proxy Statement relates only to the solicitation of proxies from the
Class A Stockholders with respect to the election of four Directors to be
elected by them (the "Class A Directors") and the other matters described
herein. The Board of Directors knows of no reason why any of Messrs. Garrison,
Hartley, Marinaccio and Mitchell might be unavailable to serve as the Class A
Directors, if elected, and each has expressed an intention to serve, if elected.
If any of Messrs. Garrison, Hartley, Marinaccio and Mitchell are unable to
serve, the shares represented by all valid proxies will be voted for the
election of such substitute nominee as the Board of Directors may recommend.
There are no arrangements or understandings between any of the persons nominated
to be a Class A Director and any other person pursuant to which any of such
nominees was selected.
The election of a Class A Director requires the affirmative vote of a
plurality of the shares of Class A Stock present in person or represented by
proxy at the meeting and entitled to vote. Consequently, votes withheld and
broker non-votes with respect to the election of Directors will have no impact
on the election of Directors. Proxies submitted pursuant to this solicitation
will be voted for the election of each of Messrs. Garrison, Hartley, Marinaccio
and Mitchell as Class A Directors, unless specified otherwise.
THE BOARD OF DIRECTORS RECOMMENDS THAT CLASS A STOCKHOLDERS VOTE "FOR" THE
ELECTION OF DAVID W. GARRISON, THOMAS Y. HARTLEY, CHARLES L. MARINACCIO AND MARK
L. MITCHELL AS CLASS A DIRECTORS.
The table below sets forth certain information regarding the Directors of
the Company.
NOMINEES TO BE ELECTED BY CLASS A STOCKHOLDERS
<TABLE>
<CAPTION>
PRINCIPAL DIRECTOR TERM TO
NAME AGE OCCUPATION SINCE EXPIRE
---- --- ---------- -------- -------
<S> <C> <C> <C> <C>
David W. Garrison.................. 44 Chairman, ATC Teleports 1997 2000
Thomas Y. Hartley.................. 66 Chairman, Southwest Gas Corporation 1996 2000
Charles L. Marinaccio.............. 66 Independent Consultant, Director, 1997 2000
Securities Investor Protection
Corporation
Mark L. Mitchell................... 39 Associate Professor of Business 1996 2000
Administration (Finance), Harvard
University
</TABLE>
David W. Garrison has served as a director of the Company since December,
1997. Mr. Garrison is Chairman of American Teleports, a subsidiary of American
Tower Co. (NYSE) and a Director of GST Telecommunications (Nasdaq). He is also a
board member at Enonymous.com and Datarover, both start-up Internet companies.
Mr. Garrison served as Chief Executive Officer, President and Chairman of the
Board of Directors of NETCOM On-Line Communications Services, Inc., an Internet
service provider, from 1995 to 1998. Prior to joining NETCOM, Mr. Garrison
served as President of SkyTel, a division of Mobil Telecommunications, Inc.,
from 1990 to 1994.
Thomas Y. Hartley has served as a director of the Company and as Chairman
of the Board's Audit Committee since December 1996. Mr. Hartley has served as
Chairman of the Board of Southwest Gas Corporation since 1991. He has been
President and Chief Operating Officer of Colbert Golf Design and Development and
has acted as Senior PGA tour agent for professional golfer Jim Colbert since
1991. From 1988 to 1992, Mr. Hartley was President and Chief Operating Officer
of Jim Colbert Golf Inc. Mr. Hartley
4
<PAGE> 7
was a partner in Deloitte & Touche, a big six public accounting firm, from 1973
to 1988, and served in other positions with Deloitte & Touche from 1959 to 1973.
Mr. Hartley was an officer in the United States Air Force from 1955 to 1958. Mr.
Hartley has been a director of Rio Hotel and Casino, Inc. since 1990 and a
director of Sierra Health Services since 1992. Mr. Hartley served as Chairman of
the University of Nevada at Las Vegas Foundation from 1994 to 1996. Mr. Hartley
is a Certified Public Accountant. Mr. Hartley has a B.S. in commerce from Ohio
University and completed the Advanced Management Program at Harvard University.
Charles L. Marinaccio has served as a director of the Company since January
1997. Mr. Marinaccio has served on the Board of Directors for the Securities
Investor Protection Corporation ("SIPC") since 1995. From 1985 through 1994, he
was a partner with the law firm of Kelley, Drye & Warren. He served as
Commissioner of the Securities Exchange Commission ("SEC") from 1984 to 1985.
Mr. Marinaccio was General Counsel to the U.S. Senate Committee on Banking,
Housing and Urban Affairs from 1975 to 1984, and previously served as an adviser
and senior attorney with the regulatory and legal divisions of the Federal
Reserve Board. He holds a J.D. from the George Washington University and
received his B.A. from the University of Connecticut.
Mark L. Mitchell has served as a director of the Company since December
1996 and served as a member of the Company's Board of Advisors in 1993. Mr.
Mitchell has been an Associate Professor of Business Administration at Harvard
University since July 1999. Mr. Mitchell was an Associate Professor of Finance
at the University of Chicago from 1994 to 1999 and was an Assistant Professor of
Finance from 1990 to 1993. Mr. Mitchell was a Visiting Associate Professor of
Business Administration at Harvard University for the 1997-1998 academic year.
Mr. Mitchell was a Senior Financial Economist for the SEC from 1987 to 1990. Mr.
Mitchell was a member of the Economic Advisory Board of the National Association
of Securities Dealers ("NASD") from 1995 to 1998. Mr. Mitchell received his
Ph.D. in applied economics from Clemson University.
NOMINEES TO BE ELECTED BY CLASS B STOCKHOLDERS
<TABLE>
<CAPTION>
DIRECTOR TERM TO
NAME AGE PRINCIPAL OCCUPATION SINCE EXPIRE
---- --- ----------------------------------- -------- -------
<S> <C> <C> <C> <C>
J. Joe Ricketts.................... 58 Chairman and Co-Chief Executive 1981 2000
Officer of the Company
Robert T. Slezak................... 42 Independent Consultant(1) 1996 2000
J. Peter Ricketts.................. 35 Senior Vice President, Marketing 1999(2) 2000
and Sales, Ameritrade (Inc.)
Gene L. Finn....................... 67 Independent Consultant and 1996 2000
Director,
Knight/Trimark Group, Inc.
John W. Ward....................... 56 Chairman, Transition International, 1997 2000
Inc................................
</TABLE>
- -------------------------
(1) Mr. Slezak served as the Company's Vice President, Chief Financial Officer
and Treasurer until his retirement in November 1999.
(2) In October 1999, J. Peter Ricketts was elected to fill a vacancy in the
Board of Directors created when Joseph A. Konen retired from the Board.
J. Joe Ricketts has served as a director and as Chairman and Chief
Executive Officer of the Company since 1981. He has served as Co-Chief Executive
Officer of the Company since February 1999. In 1975, Mr. Ricketts became
associated with the Company and served as a director, officer and stockholder.
By 1981, Mr. Ricketts acquired majority control of the Company. Prior to 1975,
Mr. Ricketts was a registered representative with a national brokerage firm, an
investment advisor with Ricketts & Co., and a branch manager with Dun &
Bradstreet. Mr. Ricketts is a director of Knight/Trimark Group, Inc., CSS
Management, Inc. and Net.B@nk, Inc. Mr. Ricketts served as a member of the
District Committee for District 4 of the NASD from 1996 to 1999. Mr. Ricketts is
a member of the Board of Trustees for Father Flanagan's Boy's Home (Boy's Town)
and serves on the Board of Directors of Creighton University. Mr. Ricketts
received his B.A. in economics from Creighton University.
5
<PAGE> 8
Robert T. Slezak served as Vice President, Chief Financial Officer and
Treasurer of the Company from January 1989 to November 1999 and has served as a
director since October 1996. Mr. Slezak joined the Company in March 1987 and
served as Operations Manager at AmeriTrade Clearing until January 1989. Prior to
that time, Mr. Slezak was a Senior Financial Analyst for Peter Kiewit Sons'
Inc., an international construction and mining company, from August 1985 to
March 1987. From January 1980 to August 1985, Mr. Slezak was on the audit staff
of Deloitte & Touche, a big six accounting firm. Mr. Slezak served as a member
of the District Committee for District 4 of the NASD from 1990 to 1992, and as a
member of its Nominating Committee from 1993 to 1994. Mr. Slezak is a Certified
Public Accountant. Mr. Slezak holds a B.S. in business from the University of
Nebraska at Omaha and an M.B.A. from Creighton University.
J. Peter Ricketts has served as Senior Vice President of Marketing and
Sales for Ameritrade (Inc.) since August 1999 and as a director since October
1999. Mr. Ricketts was the Secretary of the Company from November 1996 to
October 1999. Mr. Ricketts was the General Manager of Accutrade from October
1997 to August 1999. From August 1996 to October 1997, Mr. Ricketts served as
Director of Corporate Development for the Company. From April 1995 to August
1996, Mr. Ricketts served as Project Director for Accutrade. From January 1995
to March 1995, Mr. Ricketts served as Vice President of Ceres Securities, Inc.,
a predecessor to Ameritrade (Inc.), and from May 1994 to January 1995 as
President of Ceres. Mr. Ricketts was a customer service representative for
Accutrade from December 1993 to May 1994. Mr. Ricketts worked as Manager,
Business Development, for Woodward Clyde Consultants, an environmental
consulting firm, from October 1992 to September 1993. Mr. Ricketts holds a B.A.
in biology and an M.B.A. from the University of Chicago. J. Peter Ricketts is
the son of J. Joe Ricketts.
Gene L. Finn has served as a director of the Company since December 1996.
Mr. Finn was Vice President and Chief Economist of the NASD from 1983 to 1995.
Mr. Finn was Chief Economist and Senior Adviser for the SEC from 1969 through
1982. In such capacities, Mr. Finn provided policy advice on stock market and
investment company regulation and oversight. Mr. Finn is an independent
consultant and is an outside director on the Board of Directors of
Knight/Trimark Group Inc. Mr. Finn holds a Ph.D. in economics from the
University of Wisconsin.
John W. Ward has served as a director of the Company since January 1997.
Mr. Ward has been an independent consultant since 1991 and Chairman of
Transition International, Inc., management consultants in financial services and
international corporate strategy since its formation in 1994. Mr. Ward was Chief
Executive Officer of Midland Montagu US Group, New York, a British bank, from
1987 to 1990. Mr. Ward was a Managing Director, President and Chairman of the
International Banking Group of Merrill, Lynch & Co. Incorporated from 1981 to
1987. Prior to that time, he was a Vice President of the Merchant Banking Group
of Citibank, N.A. Mr. Ward holds a master's degree in chemistry from Oxford
University and a business degree from the Manchester Business School in the
United Kingdom.
Information regarding other executive officers of the Company is found in
the Company's report on Form 10-K for the year ended September 24, 1999, which
is available upon request.
BOARD MEETINGS AND COMMITTEES
The Board of Directors conducts its business through meetings of the Board
and actions taken by written consent in lieu of meetings and by the actions of
its committees. During the fiscal year ended September 24, 1999, the Board of
Directors held 6 meetings and took action by written consent 1 time. During
fiscal year 1999, each director attended at least 75 percent of the meetings of
the Board of Directors held during his tenure and at least 75% of the meetings
of the Committees of the Board of Directors on which he served.
The Board of Directors has established two committees: Audit and
Compensation.
AUDIT COMMITTEE. The functions performed by the Audit Committee include
reviewing periodically with independent auditors the performance of the services
for which they are engaged, including reviewing the scope of the annual audit
and its results, reviewing the scope and results of the Company's internal
auditing function, reviewing the adequacy of the Company's internal accounting
controls with management and auditors and reviewing fees charged by the
Company's independent auditors. The Audit Committee is
6
<PAGE> 9
composed of Directors Finn, Hartley, Marinaccio and Slezak. The Audit Committee
met four times during fiscal year 1999.
COMPENSATION COMMITTEE. The Compensation Committee reviews and approves
compensation policy, changes in salary levels and bonus payment and awards
pursuant to the Company's management incentive plans. The Compensation Committee
consists of Directors Garrison, Mitchell and Ward. The Compensation Committee
met 8 times during fiscal year 1999.
The Company does not have a standing Nominating Committee. Nominations of
both Class A Directors and Class B Directors are made by the entire Board of
Directors.
COMPENSATION OF DIRECTORS
The Company maintains the Ameritrade Holding Corporation Directors
Incentive Plan (the "Directors Plan") pursuant to which non-employee Directors
are granted various equity awards and may make certain elections with respect to
the payment of their retainers and fees. Specifically, the Directors Plan
provides that, upon a non-employee director's election to the Board for his
first term, the director will receive (a) a stock option to purchase such number
of shares of the Company's Common Stock as determined by the Chairman of the
Board and approved by the Board and (b) an award of Restricted Stock, the fair
market value of which is equal to $20,000 or such other amount determined by the
Board from time to time. Non-employee Directors may also be awarded stock
options other than upon their initial election to the Board as determined from
time to time by the Board. Awards made pursuant to the Directors Plan will
generally vest in substantially equal annual installments over a period of three
years, beginning with the first anniversary of the grant date. The exercise
price of options granted under the Directors Plan may not be less than the fair
market value of a share of the Company's Common Stock on the date of the grant
of the option.
Employee Directors do not receive compensation for services provided as a
director. Non-employee Directors receive an annual retainer of $12,000 payable
in advance. Fifty percent of the annual retainer is paid in shares of Common
Stock of the Company while the remaining fifty percent is payable in cash or
stock at the option of the director. Non-employee Directors receive payment of
$1,500 for quarterly meetings and $1,000 for committee meetings, all payable
quarterly in advance in the form of cash or stock at the election of the
director. The foregoing elections and payments are made pursuant to the
Directors Plan.
Pursuant to the Directors Plan, non-employee Directors may elect to defer
receipt of all or a portion of the retainer, meeting and committee fees
otherwise payable to the non-employee director, including those amounts that
would otherwise be payable to the non-employee director in the form of Common
Stock. Amounts deferred pursuant to a non-employee director's election are
credited to a bookkeeping account which consists of a "Cash Subaccount"
reflecting amounts that would otherwise have been payable to the non-employee
director in cash and a "Stock Subaccount" reflecting amounts that would
otherwise have been payable to the non-employee director in stock. As of the
first day of each calendar quarter, the Cash Subaccount is adjusted to reflect
contributions and distributions during the preceding calendar quarter and is
credited with interest computed at the prime rate as reported by the Wall Street
Journal for that date (or, if that day is not a business day, the next preceding
business day). The Stock Subaccount is credited with "stock units" as of each
day that a deferred amount would otherwise have been payable to the non-employee
director in stock, is charged with stock units as of each day on which amounts
are distributed from the Stock Subaccount and is credited with stock units as of
each record date to reflect dividends paid on the Company's Common Stock. For
purposes of the adjustments to the Stock Subaccount, one stock unit corresponds
to one share of the Company's Common Stock.
Deferred amounts are payable to non-employee Directors as of a distribution
date elected by the non-employee director at the time of the deferral.
Distributions of deferred amounts are generally made in ten annual installments
commencing on the distribution date elected. A non-employee director may elect
to have payments in a lump sum or in any number of annual payments not exceeding
ten. If a non-employee director dies prior to the full payment of his deferral
account, the balance will be paid to a beneficiary designated by the
non-employee director.
7
<PAGE> 10
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information regarding the annual and
long-term compensation awarded to, earned by or paid by the Company and its
subsidiaries to the Co-Chief Executive Officers and the other four highest paid
executive officers of the Company (the "Named Executive Officers") for services
rendered during the fiscal years ended September 24, 1999, September 25, 1998,
and September 26, 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------------------------- ----------------------------
SECURITIES
UNDERLYING
OTHER ANNUAL OPTIONS/ LTIP
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION ($)(1) SARS(#) PAYOUTS ($)(2)
- --------------------------- ---- --------- -------- ------------------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
J. Joe Ricketts........... 1999 435,000 54,375 12,580 -- --
Chairman and Co-Chief 1998 435,000 -- 12,730 890,400 --
Executive Officer 1997 337,503 148,650 11,803 -- --
Thomas K. Lewis(3)........ 1999 227,565 25,000 -- 173,400 --
Co-Chief Executive Officer
Joseph A. Konen(4)........ 1999 414,587 -- 12,580 -- 743,138
Former Chief Executive 1998 300,000 -- 12,730 332,400 --
Officer, OnMoney 1997 275,001 -- 11,866 -- --
Robert T. Slezak(5)....... 1999 250,008 37,500 12,580 -- 168,894
Former Vice President, 1998 250,008 -- 12,730 195,600 398,128
Chief Financial Officer and 1997 231,258 -- 11,866 -- --
Treasurer
Kurt D. Halvorson......... 1999 165,375 104,482 12,580 48,000 --
President, Advanced 1998 136,250 23,473 8,061 -- --
Clearing 1997 93,000 18,655 7,269 -- --
Jack R. McDonnell (6)..... 1999 153,462 92,077 -- 136,200 --
Chief Executive Officer,
Ameritrade (Inc.)
</TABLE>
- -------------------------
(1) The amounts in this column represent employer contributions to the Company's
Profit Sharing Plan.
(2) Represents deferred payments from the Company's Executive Bonus Plan of
amounts awarded in fiscal years 1992, 1993 and 1994.
(3) Mr. Lewis became an employee of the Company in February 1999.
(4) Mr. Konen served as President and Chief Operating Officer of the Company
from October 1994 until November 1998. Mr. Konen retired from the Company in
November 1999.
(5) Mr. Slezak retired from the Company in November 1999.
(6) Mr. McDonnell became an employee of the Company in March 1999.
8
<PAGE> 11
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information regarding stock options granted
to Named Executive Officers during fiscal 1999 pursuant to the Long-Term
Incentive Plan. No grants of Stock Appreciation Rights were made in fiscal 1999.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
------------------------------------------------------ VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF
SECURITIES OPTIONS STOCK APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR THE OPTION TERM(2)($)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION -----------------------
NAME GRANTED(#) FISCAL YEAR(1) ($/SHARE) DATE 5% 10%
---- ---------- -------------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
J. Joe Ricketts................... -- -- -- -- -- --
Thomas K. Lewis................... 173,400 26.44% 15.30 2/16/09 1,668,697 4,228,806
Joseph A. Konen................... -- -- -- -- -- --
Robert T. Slezak.................. -- -- -- -- -- --
Kurt D. Halvorson................. 48,000 7.32% 36.50 5/18/09 1,101,823 2,792,237
Jack R. McDonnell................. 136,200 20.77% 17.33 3/24/09 1,484,694 3,762,507
</TABLE>
- -------------------------
(1) Based on an aggregate of 655,800 options granted to employees during fiscal
1999.
(2) Calculated on the assumption that the market value of the underlying stock
increases at the stated values compounded annually for the ten-year term of
the option and that the option is exercised and sold on the last day of its
term for the appreciated stock price.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
The following table sets forth information with respect to the Named
Executive Officers concerning the exercise of options during fiscal 1999 and
unexercised options held as of the end of fiscal 1999.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
NUMBER OF UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT SEPT. 24, 1999 AT SEPT. 24, 1999(2)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
J. Joe Ricketts......... -- $ -- 296,802 892,298 $4,730,282 $9,852,512
Thomas K. Lewis......... -- -- -- 173,400 -- 478,656
Joseph A. Konen......... 129,264 4,157,965 -- 110,796 -- 1,765,811
Robert T. Slezak........ 76,069 2,503,485 -- 65,196 -- 1,039,061
Kurt D. Halvorson....... -- -- -- 48,000 -- --
Jack R. McDonnell....... -- -- -- 136,200 -- 99,313
</TABLE>
- -------------------------
(1) Equal to the fair market value of the purchased shares on the option
exercise date less the exercise price paid for those shares.
(2) Based on the market price of $18.06 per share, which was the closing price
per share of the Company's Common Stock on the Nasdaq National Market on
last day of fiscal 1999, less the exercise price payable for such shares.
EMPLOYMENT AGREEMENTS
The Company currently has employment agreements with J. Joe Ricketts, its
Chairman and Co-Chief Executive Officer, Thomas K. Lewis, its Co-Chief Executive
Officer, and Jack R. McDonnell, the President of Ameritrade (Inc.).
Mr. Ricketts' employment agreement was entered into as of December 3, 1996,
and was recently renewed for a one-year period ending on December 2, 2000. Mr.
Ricketts' employment agreement will terminate prior to its scheduled expiration
date in the event of his death or disability. In addition, either party may
terminate the employment agreement with or without cause (as defined therein).
If Mr. Ricketts is discharged from
9
<PAGE> 12
employment by the Company without cause, he will receive continued payments of
his base salary for a period commencing on the date of termination and ending on
a date as determined in his employment agreement. Mr. Ricketts' employment
agreement provides for the payment of a base salary, which is subject to annual
adjustment, and incentive compensation and participation in other employee
benefits under the various benefit plans and programs maintained by the Company.
Mr. Lewis' employment agreement and Mr. McDonnell's employment agreement
were entered into as of February 15, 1999 and March 24, 1999, respectively, and
each agreement has a five year term. Each agreement will terminate prior to its
scheduled expiration date in the event of the death of the employee, and each
agreement may be terminated by the Company in the event of the employee's
disability. In addition, either employee may terminate his employment agreement
with or without good reason (as defined in each agreement), and the Company may
terminate either employment agreement with or without cause (as defined in each
agreement). If Mr. Lewis or Mr. McDonnell is discharged from employment by the
Company without cause or resigns from employment with the Company for good
reason, he will receive continued payments of his base salary and incentive
bonus (determined as provided in the agreement) for a period commencing on the
date of termination and ending on a date as determined in his employment
agreement (generally the remaining term of the agreement, but not more than
three years nor less than one year). Each of Mr. Lewis' and Mr. McDonnell's
employment agreement provides for the payment of a base salary (which is subject
to adjustment) and an incentive bonus, the grant of stock options pursuant to
the Company's Long-Term Incentive Plan, and participation in other employee
benefits under the various benefit plans and programs maintained by the Company.
Each of Mr. Lewis' and Mr. McDonnell's employment agreements contains certain
covenants by the employee not to compete with the Company during the term of
employment and for a specified period thereafter.
During fiscal 1999 the Company also had employment agreements with Robert
T. Slezak, the then Vice President and Chief Financial Officer of the Company,
and Joseph A. Konen, the then Chief Executive Officer of OnMoney Financial
Services Corporation. These agreements terminated upon the resignations by Mr.
Slezak and Mr. Konen of their employment with the Company.
Each of the Employment Agreements contains confidentiality covenants on the
part of the named officers that survive termination of the agreements.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The report is not deemed to be "soliciting material" or to be "filed" with
the Securities and Exchange Commission (the "SEC") or subject to the SEC's proxy
rules or to the liabilities of Section 18 of the Securities Exchange Act of 1934
(the "1934 Act") and the report shall not be deemed to be incorporated by
reference into any prior or subsequent filing by the Company under the
Securities Act of 1933 or the 1934 Act.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's executive compensation program is administered by the
Compensation Committee of the Board of Directors (the "Committee"). Where
appropriate, the Committee reviews and considers the recommendations of
management before determining compensation policy. In addition, the Committee
has employed outside compensation consultants with respect to certain
compensation related issues. The Company's compensation programs are designed to
be tied closely to Company performance and shareholder return and to enable the
Company to attract and retain the best possible executive talent.
Generally, the Company's executive compensation programs consist of salary,
an executive bonus program for certain executives, performance-based bonus
programs and a long-term incentive plan consisting primarily of an employee
stock option program. Although the incentive plan also permits the award of
stock appreciation rights, stock awards (including Restricted Stock) and
performance units, no such awards have been made under the program.
During 1999, the salary of Messrs. Ricketts, Lewis, McDonnell, Konen and
Slezak was set pursuant to the terms of employment agreements after taking into
consideration company performance and information
10
<PAGE> 13
regarding the compensation of similarly situated executives in companies of
comparable size. The Committee determined the salaries for other Named Executive
Officers based on the recommendation of management and consideration of company
performance and the competitive compensation information. Fiscal 1999 incentive
bonus and stock option grant levels for named executive officers (other than J.
Joe Ricketts) were established by the Committee based upon individual
performance and the competitive compensation information. J. Joe Ricketts'
fiscal 1999 bonus was established based upon several pre-determined quantitative
factors as described below under "Co-Chief Executive Officer Compensation." The
Committee utilized the services of outside compensation consultants to develop
the competitive compensation information and to assist in establishing salary,
incentive bonus and stock option grant levels for the named executive officers
for fiscal 1999.
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), limits the Company's deduction for compensation paid to the executive
officers named in the Summary Compensation Table to $1 million unless certain
requirements are met. The policy of the Compensation Committee with respect to
Section 162(m) is to establish and maintain a compensation program which will
optimize the deductibility of compensation. In that regard, no executive officer
received compensation in excess of $1 million during fiscal 1999. The Committee,
however, reserves the right to use its judgment, where merited by the
Committee's need to respond to changing business conditions or by an executive
officer's individual performance, to authorize compensation which may not, in a
specific case, be fully deductible by the Company.
CO-CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Ricketts' compensation is generally set pursuant to the terms of his
employment agreement, which was entered into before the Company conducted its
initial public offering. Mr. Ricketts' base salary in fiscal 1999 was the same
as in fiscal 1998 and was determined after a review of compensation information
for similarly situated executives in companies of comparable size. The bonus
paid to Mr. Ricketts in fiscal 1999 was established in accordance with his
employment agreement and was based upon the Compensation Committee's review of
Company performance with respect to several pre-determined quantitative factors,
including a comparison of the Company's total shareholder return relative to
that for a peer group of companies.
Mr. Lewis' compensation was set pursuant to the terms of his employment
agreement, which was entered into as of February 15, 1999. The base salary,
target incentive bonus and stock option levels contained in Mr. Lewis'
employment agreement were established after negotiation with Mr. Lewis and were
designed to be competitive with similarly situated executives in companies of
comparable size to the Company.
In establishing Mr. Ricketts' and Mr. Lewis' compensation, the Compensation
Committee utilized the services of independent compensation consultants who
prepared and presented to the committee a study of compensation information and
strategies for comparable companies.
David W. Garrison
Mark L. Mitchell
John W. Ward
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1999, there were no compensation committee interlocks and no
insider participation in compensation committee decisions that were required to
be reported under the rules and regulations of the Securities Exchange Act of
1934.
COMPANY PERFORMANCE
The company performance information is not deemed to be "soliciting
material" or to be "filed" with the Securities and Exchange Commission (the
"SEC") or subject to the SEC's proxy rules or to the liabilities of Section 18
of the Securities Exchange Act of 1934 (the "1934 Act") and the company
performance
11
<PAGE> 14
information shall not be deemed to be incorporated by reference into any prior
or subsequent filing by the Company under the Securities Act of 1933 or the 1934
Act.
The following graph and table set forth certain information comparing the
cumulative total return from a $100 investment in the Company and the stocks
making up an industry peer group and a broad-based stock index on March 4, 1997
(the date the Company's stock commenced public trading) through the end of the
Company's most recent fiscal year.
PERFORMANCE GRAPH
<TABLE>
<CAPTION>
AMERITRADE HOLDING
CORPORATION S&P 500 INDEX OLD PEER GROUP NEW PEER GROUP
------------------ ------------- -------------- --------------
<S> <C> <C> <C> <C>
3/4/97 100.00 100.00 100.00 100.00
9/30/97 126.92 121.03 147.51 151.57
3/31/98 142.31 141.88 169.52 168.33
9/30/98 184.62 131.99 162.01 147.50
3/31/99 1266.67 168.06 396.88 399.10
9/30/99 1130.77 168.54 299.54 295.56
</TABLE>
The Company has changed Peer Groups to add two competitors that had initial
public offerings during the year and delete one company the operations of which
are less comparable to the Company. The new peer group is also used by the
Company's Compensation Committee to set and evaluate salary structures.
The New Peer Group is comprised of the following companies:
E Trade Group Inc.
Charles Schwab Corp.
DLJ Direct
Everen Capital Corp.
Paine Webber Group Inc.
A.G. Edwards
Raymond James Financial Inc.
TD Waterhouse
All companies in the peer group are publicly traded firms engaged in the
securities brokerage business.
The Old Peer Group was comprised of the following companies:
E Trade Group Inc.
Charles Schwab Corp.
Everen Capital Corp.
Paine Webber Group Inc.
A.G. Edwards
Raymond James Financial Inc.
Southwest Securities
12
<PAGE> 15
RELATED PARTY TRANSACTIONS
The Company paid $751,333 during fiscal year 1999 to J. Joe Ricketts for
lease of the Company's headquarters. J. Joe Ricketts is Chairman and Chief
Executive Officer of the Company. During the year, Mr. Ricketts sold the
building to an unrelated third party.
The Company paid $75,000 during fiscal 1999 to Ms. Janet T. Mitchell, wife
of Director Mitchell, in consideration for work as a financial advisor to the
Company.
J. Joe Ricketts, the Company's Chairman and Co-Chief Executive Officer and
Gene L. Finn, a director of the Company, are on the Board of Directors of
Knight/Trimark Group, Inc. The Company executes a portion of its securities
transactions through subsidiaries of Knight/Trimark. Revenues related to such
transactions totaled $8,198,753 in fiscal 1999.
David W. Garrison, a Director of the Company, maintains a margin account
with Advanced Clearing, Inc., a subsidiary of the Company, through which Mr.
Garrison has borrowed money from Advanced Clearing in connection with his
investment activities. As of January 6, 2000, the loan balance was approximately
$51,900, and the maximum amount of the loan balance during fiscal 1999 was
$1,530,336. The loans to Mr. Garrison were made in the ordinary course of
Advanced Clearing's business on terms no more favorable than those available on
comparable transactions with other persons and did not involve more than the
normal risk of collectibility or present other unfavorable features.
RATIFICATION OF APPOINTMENT OF AUDITOR
Deloitte & Touche LLP, who has been auditor for the Company since 1975, has
been appointed by the Board of Directors as auditor for the Company and its
subsidiaries for the fiscal year ending September 29, 2000. This appointment is
being presented to the stockholders for ratification. The ratification of the
appointment of auditor requires the affirmative vote of the holders of a
majority of the total shares of Common Stock present in person or represented by
proxy at the Annual Meeting and entitled to vote there at. Abstentions will have
the same effect as a vote against ratification. Broker non-votes will not be
considered shares entitled to vote with respect to ratification of the
appointment and will not be counted as votes for or against the ratification.
This proxy is being solicited with respect to the ratification of the
appointment of auditor only from the Class A Stockholders. Proxies submitted
pursuant to this solicitation will be voted for the ratification of Deloitte &
Touche LLP as the Company's auditors for the fiscal year ending September 29,
2000, unless specified otherwise.
THE BOARD OF DIRECTORS RECOMMENDS THAT CLASS A STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S
AUDITORS FOR THE FISCAL YEAR ENDING SEPTEMBER 29, 2000.
Representatives of Deloitte & Touche LLP are expected to be present at the
Annual Meeting and will be provided an opportunity to make a statement and to
respond to appropriate inquiries from stockholders.
SUBMISSION OF STOCKHOLDER PROPOSALS
Pursuant to the Company's Bylaws, stockholder proposals submitted for
presentation at the Annual Meeting should have been received by the Secretary of
the Company at its home office no later than September 13, 1999. Pursuant to the
Company's Bylaws, nominations for Directors should have been submitted by
stockholders in writing to the Secretary of the Company by September 13, 1999.
Only stockholders of record are entitled to bring business before the Annual
Meeting or make nominations for Directors.
In order to be included in the Company's Proxy Statement relating to its
next annual meeting, stockholder proposals must be submitted by September 9,
2000 to the Secretary of the Company at its home office. Such proposals must set
forth (i) a brief description of the business desired to be brought before the
annual meeting and the reason for conducting such business at the annual
meeting, (ii) the name and address
13
<PAGE> 16
of the stockholder proposing such business, (iii) the class and number of shares
of the Company's Common Stock beneficially owned by such stockholder and (iv)
any material interest of such stockholder in such business. The inclusion of any
such proposal in such proxy material shall be subject to the requirements of the
proxy rules adopted under the Securities Exchange Act of 1934, as amended.
OTHER MATTERS
Management does not now intend to bring before the Annual Meeting any
matters other than those disclosed in the Notice of Annual Meeting of
Stockholders and it does not know of any business which persons, other than the
management, intend to present at the meeting. Should any other matters requiring
a vote of the stockholders arise, the proxies in the enclosed form confer
discretionary authority on the Board of Directors to vote on any other matter
proposed by shareholders in accordance with the Board's best judgment if the
Company did not receive written notice of the matter on or before November 24,
1999.
The Company will bear the cost of soliciting proxies. To the extent
necessary, proxies may be solicited by Directors, officers and employees of the
Company in person, by telephone or through other forms of communication, but
such persons will not receive any additional compensation for such solicitation.
The Company will reimburse brokerage firms, banks and other custodians, nominees
and fiduciaries for reasonable expenses incurred by them in sending proxy
materials to the beneficial owners of the Company's shares. In addition to
solicitation by mail, the Company has made these materials available via the
Internet at www.amtd.com. The Company will supply banks, brokers, dealers and
other custodian nominees and fiduciaries with proxy materials to enable them to
send a copy of such materials by mail to each beneficial owner of shares of the
Company's Class A Stock which they hold of record and will, upon request,
reimburse them for their reasonable expenses in so doing.
The Company's Annual Report, including financial statements, is being
mailed, together with this Proxy Statement, to all stockholders entitled to vote
at the Annual Meeting. However, such Annual Report is not to be considered part
of this proxy solicitation material. IN ADDITION, ANY STOCKHOLDER WHO WISHES TO
RECEIVE A COPY OF THE FORM 10-K FILED BY THE COMPANY WITH THE SECURITIES AND
EXCHANGE COMMISSION MAY OBTAIN A COPY WITHOUT CHARGE BY WRITING TO THE COMPANY.
REQUESTS SHOULD BE DIRECTED TO TODD M. RICKETTS, CORPORATE SECRETARY, AT THE
COMPANY'S PRINCIPAL EXECUTIVE OFFICE.
By Order of the Board of Directors
/s/ Todd M. Ricketts
Todd M. Ricketts, Secretary
Omaha, Nebraska
January 12, 2000
14
<PAGE> 17
REVOCABLE PROXY OF HOLDERS
OF CLASS A STOCK
AMERITRADE HOLDING CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
AMERITRADE HOLDING CORPORATION FOR USE ONLY AT THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON FEBRUARY 23, 2000 AND AT ANY ADJOURNMENT THEREOF.
The undersigned hereby authorizes the Board of Directors of Ameritrade
Holding Corporation (the "Company"), or any successors in their respective
positions, as proxy, with full powers of substitution, to represent the
undersigned at the Annual Meeting of Stockholders of the Company to be held at
the Joslyn Art Museum, on Wednesday, February 23, 2000, at 9:30 a.m., Central
Standard Time and at any adjournment of said meeting and thereat to act with
respect to all votes that the undersigned would be entitled to cast, if then
personally present, in accordance with the instructions below and on the reverse
hereof.
1. ELECTION OF CLASS A DIRECTORS
: FOR all nominees listed below for terms to expire in 2000
(except as marked to the contrary below)
: WITHHOLD AUTHORITY to vote for all nominees listed below
Charles L. Marinaccio
Thomas Y. Hartley
Mark L. Mitchell
David W. Garrison
(INSTRUCTIONS: To withhold authority to vote for any individual nominee mark
"FOR" but write that nominee's name in the space provided below.)
----------------------------------------
2. AUDITORS. Ratification of the appointment of Deloitte & Touche
LLP as independent auditors for the fiscal year ending
September 29, 2000.
( FOR ( AGAINST ( ABSTAIN
3. To vote, in its discretion, upon any other business that may
properly come before the Annual Meeting or any adjournment thereof. Management
is not aware of any other matters which should come before the Annual Meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR ELECTION OF THE BOARD OF DIRECTORS' NOMINEES FOR CLASS A
DIRECTORS, FOR THE RATIFICATION OF THE APPOINTMENT OF AUDITORS AND FOR THE
PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION.
This proxy is revocable and the undersigned may revoke it at any time
prior to the Annual Meeting by giving written notice of such revocation to the
Secretary of the Company. Should the undersigned be present and want to vote in
person at the Annual Meeting, or at any adjournment thereof, the undersigned may
revoke this proxy by giving written notice of such revocation to the Secretary
of the Company on a form provided at the meeting. The undersigned hereby
acknowledges receipt of a Notice of Annual Meeting of Stockholders of the
Company called for February 23, 2000 and the Proxy Statement for the Annual
Meeting prior to the signing of this proxy.
Dated: ___________________________________
- --------------------------------------------------------------------------------
(Signature)
- --------------------------------------------------------------------------------
(Signature if held jointly)
Please sign exactly as name appears on this proxy. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give your full title. If a corporation, please sign
in full corporate name by authorized officer. If a partnership or LLC, please
sign in firm name by authorized partner or member.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
